Tilelook Terms and Conditions

This Agreement (as defined below) is entered into by you, being either the entity which: (i) accepts this Agreement online; or (ii) is identified as the “Customer” and signs the Front Page (“Customer” / “You”) and Tecnobit S.r.l., with its registered office located in Italy at Via Bortolo Sacchi, 9 – 36061 – Bassano del Grappa – VI (registered number R.E.A. C.C.I.A.A. Vicenza N. 200156). This Agreement governs Your participation in the Programme (as defined below).

1. Definitions

“Tilelook” means all the contents of the
www.tilelook.com
website, including both static and dynamic components, such as: (i) static: text pages containing information, articles, product catalogues, images, etc. and (ii) dynamic: interactive procedures, software applications running both online and on Customer’s local computer.

“PRO version” means the availability of all Tilelook contents without any limitation.

“FREE version” means the availability of a limited set of Tilelook contents as specified by Tilelook website.

“Customer” means the entity who uses Tilelook in accordance with this Agreement, which entity may be more particularly detailed in the Front Page (if any);

“Creatives” means any design created by the Customer using Tilelook and all its composing elements, such as tiles, tile layouts, 3D objects, textures etc.

“Agreement” means (i) these Terms, (ii) any document which references these Terms (including the Front Page, if any) and any other document(s) which the parties mutually execute and agree shall incorporate the Terms;

“Claim Period” means the 60 day period from the invoice date;

“Acceptance Date” means either: (i) the date on which Customer accepts this Agreement online; or (ii) the acceptance date specified in the Front Page (if any) or in a specific written Agreement;

“End Date” means either: (i) the provided final date accepted by the Customer within this Agreement online; or (ii) the acceptance final date specified in the Front Page (if any) or in a specific written Agreement. In either cases on this final date this Agreement will terminate and the use of Tilelook is no longer made available;

“Period” means the time in days, months or years for which this Agreement is in place, as stated online or in a specific written Agreement;

“Front Page” means a document referencing the Terms (including without limitation a front page and signature page referencing the Terms);

“Partner” means the third party owner and/or operator who has established a written agreement with Tecnobit for the use of its Partner Property;

“Partner Property” means any website, application, content, property or any other media owned, operated, or provided by a Partner;

“Terms” means these advertising terms and conditions.

2. Placement

2.1 Tecnobit shall use reasonable endeavours to allow the Customer to use Tilelook.

2.2 Tecnobit does not guarantee that the use of Tilelook is suitable for Customer’s purposes.

3. Creatives

3.1 Customer is solely responsible for all Creatives generated by himself through the use of Tilelook. In any case Tecnobit is considered responsible for any Creative.

3.2 Unless otherwise specified, Tecnobit and/or any Partner shall have the right at any time to reject, or remove any Creative for any or no reason. In addition, Tecnobit may at any time modify Creatives to the extent reasonably required to comply with the technical specifications and/or policies related to any Tecnobit Property or any Partner Property.

3.3 Customer will not breach or circumvent any security measure or knowingly provide contents containing malware, spyware or any other malicious code.

4. Cancellation and Prohibitions

4.1 A FREE version Customer is not allowed to remove any Creative, with prior written notice to Tecnobit, including without limitation e-mail.

4.2 Customer shall not, and shall not allow any third party to: (i) generate automated, fraudulent or otherwise invalid Creatives; (ii) use any automated means, form of scraping or other such data extraction methods to access, query or otherwise collect and use Tecnobit related information from any Tecnobit Property unless expressly permitted by Tecnobit in writing; (iii) publish products or materials which contravene applicable laws and regulations in any country in which Customer's Creatives are displayed, placed or otherwise made available; (iv) violate any technical specifications posted on any Tecnobit Property, as revised from time to time; (v) engage in any other illegal or fraudulent business practice under the laws of any State or Country where a Creative is made available.

5. Payment, pricing and reporting. Customer shall pay (or procure that the applicable third party pays) Tecnobit in accordance with the pricing model applicable to the type of Tilelook version selected by Customer. Tecnobit and Customer shall mutually agree the method of payment and record the agreed method either in the Front Page (if any) or in the online system. All sums stated in this Agreement are exclusive of VAT unless stated otherwise. Customer shall pay the sums (including, if applicable, VAT and any other applicable taxes or charges imposed by any government entity) in the manner dictated by the method of payment agreed between the parties. If payment is not made when due, Tecnobit may charge interest at the rate of 2% per annum above the prevailing base rate of Unicredit Bank from the due date until the date of actual payment, whether before or after judgment. Tecnobit may change its minimum pricing, if applicable, at any time. Charges shall be calculated solely based on records maintained by Tecnobit. Refunds (if any) are at the discretion of Tecnobit and only in the form of a new credit for the Customer. At any time and its solely discretion Tecnobit can change the pricing fees or even transform a previously paid service into free of charge.

6. Representations and warranties

6.1 Customer represents and warrants that (i) all of the information provided by Customer to Tecnobit is complete, correct and current; (ii) it has all necessary rights to permit and hereby grants Tecnobit and any Partners all such rights which are necessary for Tecnobit and any Partner(s) to (as applicable) use, host, cache, route, store, copy, modify, distribute, reformat, reproduce, publish, display, transmit and distribute Customer's Creatives; and (iii) Use Tilelook in accordance with this Agreement shall not: (a) violate or encourage violation of any law or applicable regulation or code of practice; (b) infringe any intellectual property rights of any third party or contain any material which may be harmful, abusive, obscene, threatening or defamatory.

6.2 Each party waives its rights against the other in respect of warranties and representations (whether written or oral) not expressly set out or referred to in this Agreement. Nothing in this clause limits or excludes either party's liability for fraud.

7. Indemnity. Customer shall indemnify and defend Tecnobit, its agents, affiliates, directors, officers, employees and Partners (“Tecnobit Indemnified Persons”) from and against any claims, losses, liabilities, expenses, damages and settlement amounts (including legal fees and costs) incurred by any Tecnobit Indemnified Person(s) arising out of Customer's breach of clauses 3.1, 4.2 and 6.1 of these Terms. These indemnification obligations shall exist only if Tecnobit: (i) promptly notifies the Customer of any claim; (ii) provides Customer with reasonable information and cooperation in defending the claim; and (iii) gives Customer full control and sole authority over the defence and settlement of such claim. The Tecnobit Indemnified Persons may join in the defence with counsel of its choice at its or their own expense.

7. Limitation of liability

7.1 Other than the payment obligations set out in clause 5, indemnity obligations set out in clause 7 and/or a breach of clause 8 (Confidentiality): (i) each party's liability to the other arising from any given event or series of connected events, shall be limited to the greater of the amount paid or payable by Customer to Tecnobit under this Agreement in the three months immediately preceding the month in which the event (or first in a series of connected events) occurred; (ii) neither party shall be liable in contract, tort (including, without limitation, negligence), for pre-contract or other representations (other than fraudulent misrepresentations) or otherwise arising out of or in connection with this Agreement for any economic losses (including, without limitation, loss of revenues, profits, contracts, business or anticipated savings); any loss of goodwill or reputation; or any special, indirect or consequential losses in any case, whether or not such losses were within the contemplation of the parties at the date of this Agreement, suffered or incurred by that party arising out of or in connection with the provisions of, or any matter under, this Agreement.

8. Confidentiality

8.1 Subject to clauses 8.2 and 8.3 below, during the term of this Agreement and for a period of two years following the termination of this Agreement, neither party shall disclose Confidential Information of the other party to any third party without prior written (including email) consent except as provided herein. Customer is solely responsible for a third party's use of any Customer online accounts. “Confidential Information” includes (i) Customer passwords; (ii) Customer’s Creatives prior to publication; (iii) the terms of this Agreement; and (iv) any other information or access to technology prior to public disclosure provided by Tecnobit to Customer and identified at the time of disclosure in writing as confidential and/or proprietary; (v) Tilelook features which are non-public and identified as “Beta”. It does not include information that has become publicly known through no breach by a party, or has been (a) independently developed without access to the other party's Confidential Information; (b) rightfully received from a third party; or (c) required to be disclosed by law or by a governmental authority.

8.2 If the Customer is a Tilelook third party, Customer authorises Tecnobit to grant any user which is a client of Customer or any subsequent third party the access to and a right to use the non-billing related information relating to the Customer itself.

8.3 Customer acknowledges and agrees that any account, credit card and related billing and payment information which Customer provides to Tecnobit may be shared by Tecnobit with companies who work on Tecnobit's behalf solely for the purpose of performing credit checks, effecting payment to Tecnobit and/or servicing Customer's account.

9. Term and termination. This Agreement shall commence on the Acceptance Date and shall continue either until terminated or until the End Date is reached. If an End Date has been specified, Customer may, subject to Tecnobit's prior email approval, extend this Agreement by email for additional Periods as agreed by Tecnobit in writing.

10. Rights of third parties. Except as expressly stated otherwise, nothing in this Agreement shall create or confer any rights or other benefits in favour of any person other than the parties to this Agreement.

11. Force majeure. Other than in respect of payment obligations, neither party shall be liable for failure to perform or delay in performing any obligation under this Agreement if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, terrorism, civil commotion or industrial dispute.

12. Miscellaneous. This Agreement represents the entire terms agreed between the parties in relation to its subject matter and supersedes all previous contracts, representations or arrangements of any kind between the parties relating to its subject matter. No addition to or modification of these Terms shall be binding on the parties unless made by a written instrument which the parties unequivocally mutually agree in writing (including without limitation click and accept or email exchange). The failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy. The rights and remedies contained in this Agreement are cumulative and not exclusive of any rights or remedies provided by law. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect or impact the continuation in force of the remainder of this Agreement. Nothing in this Agreement shall be construed as creating a partnership or joint venture of any kind between the parties or as constituting either party as the agent of the other party for any purpose whatsoever and neither party shall have the authority or power to bind the other party or to contract in the name of or create a liability against the other party in any way or for any purpose. Unless otherwise expressly provided, any notices shall be sent to the addresses set out in this Agreement (or detailed in the online advertising system) with a copy to the legal department via (i) confirmed facsimile, with a copy sent via first class or air mail; or (ii) courier services, and shall be deemed given upon receipt. Any translation of the English language, English law and court Agreement (the “Original Agreement”) is provided for convenience only and Customer agrees that in the event of a conflict between the translated version and the Original Agreement, the Original Agreement prevails.

13. Law and jurisdiction. This Agreement shall be governed by and construed in accordance with Italian law and the parties hereby submit to the exclusive jurisdiction of the Italian courts in respect of any dispute or matter arising out of or connected with this Agreement.